Educators in the field of aging report a lack of multimedia on midlife. They express a desire for videos on select topics faced by the rapidly growing numbers of midlife adults. New research on midlife reveals that lifestyle choices made in the middle years determine health and vitality in old age (Rowe and Kahn, 1998). Creative Action Inc. plans to develop, produce, and market an innovative series of videos and lesson guides to educators and professionals who teach about midlife in college/university and professional settings. The videos will incorporate cutting edge research to portray key issues and solutions to problems confronting people in their middle years. The proposed product is designed to increase knowledge of midlife as well as to equip current and future professionals to provide information and potential solutions to their clients/patients. During Phase I, a panel of midlife experts will select three topics to be developed into storyboards that will be evaluated by educators and professionals in focus groups. One topic will be developed into a prototype video, which will be tested in classroom and agency settings for engagement, information, relevancy, usefulness, and elicitation of empathy. Results of Phase I research will guide product refinement and the development of additional videos in Phase II. Phase II research will lead to video refinements and development of additional videos for Phase III commercialization.